Waterhole #3 is a 1967 Western

Western (genre)

The Western is a genre of various visual arts, such as film, television, radio, literature, painting and others. Westerns are devoted to telling stories set primarily in the latter half of the 19th century in the American Old West, hence the name. Some Westerns are set as early as the Battle of...

 comedy film directed by William A. Graham

William A. Graham (director)

William A. Graham is an American television and film director.Graham directed episodes of many TV series including The Fugitive, Twelve O'Clock High, The Big Valley, Batman and Ironside...

. It is considered to be a comic remake of The Good, the Bad, and the Ugly.

The film stars James Coburn

James Coburn

James Harrison Coburn III was an American film and television actor. Coburn appeared in nearly 70 films and made over 100 television appearances during his 45-year career, and played a wide range of roles and won an Academy Award for his supporting role as Glen Whitehouse in Affliction.A capable,...

, Carroll O'Connor

Carroll O'Connor

John Carroll O'Connor best known as Carroll O'Connor, was an American actor, producer and director whose television career spanned four decades...

 and Margaret Blye. The cast also includes Bruce Dern

Bruce Dern

Bruce MacLeish Dern is an American film actor. He also appeared as a guest star in numerous television shows. He frequently takes roles as a character actor, often playing unstable and villainous characters...

, James Whitmore

James Whitmore

James Allen Whitmore, Jr. was an American film and stage actor.-Early life:Born in White Plains, New York, to Florence Belle and James Allen Whitmore, Sr., a park commission official, Whitmore attended Amherst Central High School in Snyder, New York, before graduating from The Choate School in...

, Claude Akins

Claude Akins

Claude Marion Akins was an American actor with a long career on stage, screen and television.Powerful in appearance and voice, Akins could be counted on to play the clever tough guy, on the side of good or bad, in movies and television. He is best remembered as Sheriff Lobo in the 1970s TV series...

, Joan Blondell

Joan Blondell

Rose Joan Blondell was an American actress who performed in movies and on television for five decades as Joan Blondell.After winning a beauty pageant, Blondell embarked upon a film career...

, and Timothy Carey

Timothy Carey

Timothy Agoglia Carey was an American film and television actor....

. The film's theme song is by Roger Miller

Roger Miller

Roger Dean Miller was an American singer, songwriter, musician and actor, best known for his honky tonk-influenced novelty songs...

. It is a Blake Edwards

Blake Edwards

Blake Edwards was an American film director, screenwriter and producer.Edwards' career began in the 1940s as an actor, but he soon turned to writing radio scripts at Columbia Pictures...

 production.

Plot

A shipment of gold bullion is stolen by three men in Arizona and buried near Waterhole No. 3. One of them is killed by Lewton Cole, who discovers a map to the buried treasure scrawled on a $20 bill.

The other two thieves, Army Sgt. Henry Foggers and his accomplice Hilb, set out to find Cole and the gold. Cole, meanwhile, gets a headstart on the local law enforcement after the killing by locking up Sheriff John Copperud and his deputy in their own jail.

Cole rides to the sheriff's ranch, steals his horse and forces himself on Billie, the sheriff's daughter. Copperud returns to the ranch and infuriates Billie by being more upset over losing his horse than about Cole's treatment of her.

An honest man is hard to find in these parts, except for a U.S. Cavalry captain named Shipley. It all ends with a long, wild gunfight as Cole and the outlaws go for the gold.

Cast

• James Coburn
  James Coburn
  James Harrison Coburn III was an American film and television actor. Coburn appeared in nearly 70 films and made over 100 television appearances during his 45-year career, and played a wide range of roles and won an Academy Award for his supporting role as Glen Whitehouse in Affliction.A capable,...
  
   as Lewton Cole
• Carroll O'Connor
  Carroll O'Connor
  John Carroll O'Connor best known as Carroll O'Connor, was an American actor, producer and director whose television career spanned four decades...
  
   as Sheriff Copperud
• Margaret Blye as Billie
• Claude Akins
  Claude Akins
  Claude Marion Akins was an American actor with a long career on stage, screen and television.Powerful in appearance and voice, Akins could be counted on to play the clever tough guy, on the side of good or bad, in movies and television. He is best remembered as Sheriff Lobo in the 1970s TV series...
  
   as Foggers
• James Whitmore
  James Whitmore
  James Allen Whitmore, Jr. was an American film and stage actor.-Early life:Born in White Plains, New York, to Florence Belle and James Allen Whitmore, Sr., a park commission official, Whitmore attended Amherst Central High School in Snyder, New York, before graduating from The Choate School in...
  
   as Shipley
• Bruce Dern
  Bruce Dern
  Bruce MacLeish Dern is an American film actor. He also appeared as a guest star in numerous television shows. He frequently takes roles as a character actor, often playing unstable and villainous characters...
  
   as the Deputy
• Timothy Carey
  Timothy Carey
  Timothy Agoglia Carey was an American film and television actor....
  
  as Hilb